march 31, 2020€¦ · 31/3/2020 · and 5 upgrading facilities on 6 continents encompassing:...
TRANSCRIPT
Tronox Holdings plcMarch 31, 2020
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
2
Safe Harbor Statement and Non-U.S. GAAP Financial TermsCautionary Statement about Forward-Looking Statements
Statements in this presentation that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance (including anticipated synergies) based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, (i) we may not realize the anticipated benefits of the Cristal acquisition, experience unexpected difficulties integrating the Cristal operations and/or assume unexpected liabilities arising from the Cristal acquisition; (ii) English law and our articles of association may limit our flexibility to manage our capital structure and/or have anti-takeover effects; (iii) the risk that our customers might reduce demand for our products; (iv) market conditions and price volatility for titanium dioxide (“TiO2”), zircon, and other feedstock materials, as well as global and regional economic downturns, including as a result of the coronavirus outbreak, that adversely affect the demand for our end-use products; (v) changes in prices or supply of energy or other raw materials may negatively impact our business; (vi) an unpredictable regulatory environment in South Africa where we have significant mining and beneficiation operations; (vii) the risk that our ability to use our tax attributes to offset future income may be limited; (viii) that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as impact our liquidity; (ix) our inability to obtain additional capital on favorable terms; (x) fluctuations in currency exchange rates; (xi) compliance with, or claims under environmental, health and safety regulations may result in unanticipated costs or liabilities, including the classification of TiO2 as a Category 2 Carcinogen in the EU; (xii) the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and financial condition; (xiii) liability, production delays and additional expenses from environmental and industrial accidents; (xiv) equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures; (xv) political and social instability, and unrest, in the Middle East region; (xvi) Chinese production of chloride technology and improvements in product quality may occur more quickly than anticipated; and (xvii) other factors described in more detail in the company's filings with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-GAAP Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this presentation certain non-U.S. GAAP operating performance measures of Adjusted EBITDA and Adjusted EPS. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. The Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. For the Company’s guidance with respect to first quarter 2020 Adjusted EBITDA and Adjusted diluted earnings per share, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 3
Table of Contents
• Q1 2020 Investor Update 4
• Tronox – A Focused Titanium Industry Leader 11
• Strategy Driven by Changing Industry Dynamics 17
• A Single Unified Commercial Approach 23
• Capitalizing on the Strength of our Vertical Integration 29
• Appendix 40
Q1 2020 Investor Update
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 5
COVID-19 Protocols
Protecting Our Employees and Our Business
• Prioritize the safety, health and well-being of our employees and their families
• Ensure we operate safely in all respects while preserving our ability to run our business
• All non-production and non-essential employees with remote capability have been
instructed to work from home
• Implemented strict access protocols across all sites
• Employee travel has been dramatically limited
• To date, only one employee has tested positive; this employee was isolated and
employees who came in close contact were quarantined and all who were tested have
tested negative
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 6
Operations & Supply Chain Update
• All operations are currently running at planned production levels to meet continued demand
• Fuzhou, China site has been fully operational since February 23rd
• Where relevant, our operations have been designated as essential in jurisdictions facing current
restrictions
• Sites in North America, Europe, Middle East & Australia are operating to plan
• In South Africa, received government approval to operate our mine sites with a reduced work force and
our smelters at reduced rates during the recently enacted 21 day countrywide lock-down
‒ Received authorization from the government to ship bulk material during this time
• No major impacts on our global supply chain to date and do not anticipate any in the near future
‒ Continue to monitor transportation channels – no current issues
• Will continue to run our operations to plan and adjust accordingly to meet changes in circumstances
utilizing our integrated business planning capabilities to optimize the business
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 7
Commercial Update
• Solid demand for Q1, including March, across our end markets with minimal order cancellations
‒ Order book continues to build for April
• Seeing some temporary customer plant closures in highly restricted countries across our customer base
• More customer plant closures in the countries hit hardest in Europe
• China demand recovering while demand in the balance of Asia is mixed depending on timing of restrictions
• Benefiting in North America and other mature economies from exposure to architectural coatings and limited
auto exposure
• Prior to the outbreak, inventories across the value chain were normal to low
‒ Restocking at a customer level is driving some of the demand increase
‒ Some customers expressing concerns about supply availability
• Global customer base provides diversification insulating us from local, regional specific shut downs
8
• Tronox’s Q1 concluding better than expectations
• The situation is and will remain very dynamic as
we move through the second and third quarters,
and possibly through the rest of the year
• Conducting ongoing, in-depth scenario planning
in our markets and assessing impact on our
operations and financial position
• Strong current liquidity of $542 million and have
broad opportunities to manage our cash flow
through cost reduction, management of capital
expenditures and harvesting of working capital
• Q1 2020 Outlook(1):
‒ Revenue of $700 – $730 million
‒ Adjusted EBITDA of $160 – $170 million
‒ Adjusted EPS of $0.10 – $0.18
• Out of an abundance of caution, we drew down
$200 million under our revolving credit facilities to
increase liquidity and preserve financial flexibility
• We intend to repay the amounts drawn when
macro uncertainty subsides
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Update on Q1 2020 Performance
(1) Outlook as of March 26, 2020
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 9
Liquidity and Capital Resources (1)
Pro Forma as of March 20, 2020
• Tronox’s current liquidity is $542
million
• Cash is well distributed across
regions; no trapped cash
• Funding of $200 million from credit
lines received March 26th
• Plan to repay when macro
uncertainty subsides
(US$ in millions)
Pro Forma
March 20, 2020
Cash and cash equivalents $ 447
Available under the Wells Fargo Revolver 67
Available under the Standard Credit Facility (2) 23
Available under the Emirates Revolver 0
Available under the SABB Facility 5
Total $ 542
(1) Figures reflect cash draw of $200 million on credit facilities.
(2) Assumes USD ZAR exchange rate of 17.4885.
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 10
Strong Financial Position
We remain confident in our financial position and have multiple levers to pull
• Current net leverage is unchanged from the end of 2019 at 4.0x
• Term Loan matures in September 2024 and senior notes are due in 2025 and 2026
• No significant financial maintenance covenants
‒ Springing financial covenant on our Wells Fargo Revolver if availability declines below $40 million which is within our ability to manage; even with the current draw we have a $25 million buffer
• Cash uses and financial, “self-help” levers available:
‒ Interest expense and mandatory debt payments: ~$200 million
‒ Cash tax payments: ~$20 – $30 million
‒ Working capital: ~$75 – 100 million use per plan – ability to manage to decrease by ~$50 million
‒ Capital expenditures: ~$275 million per 2020 guidance – options to reduce depending on market conditions (maintenance & sustainability capex of ~$125 million)
‒ Dividend: ~$40 million – Management remains committed to maintain the dividend
Tronox – A Focused Titanium Industry Leader
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 12
Tronox – A Focused Titanium Industry Leader• Tronox Holdings plc (NYSE:TROX) is a vertically integrated mining and inorganic
chemical company domiciled under the laws of the United Kingdom, and
headquartered in the United States in the New York City area
• Tronox, a global leader in the production and marketing of titanium bearing mineral
sands and TiO2 pigment, operates 9 TiO2 pigment plants, 6 mineral sands mines,
and 5 upgrading facilities on 6 continents encompassing:
‒ 1.1 million tons of nameplate TiO2 pigment capacity
‒ 294,000 tons of zircon production
‒ 410,000 tons of titanium slag, 220,000 tons of synthetic rutile, 220,000 tons of pig
iron, and 170,000 tons of rutile and leucoxene produced
• Tronox is the most culturally and geographically diverse organization in the industry
with deep operating and technical expertise at every step of the value chain
• Tronox was formed through a combination of significant transactions:
‒ 2005 spin-off from Kerr-McGee Corporation;
‒ 2012 acquisition of the mineral sands business of Exxaro Resources; and
‒ April 2019 acquisition of the TiO2 business of The National Titanium Dioxide
Company Limited of Saudi Arabia (“Cristal”) from Tasnee
Our Mission
To create the equity offering of choice in the TiO2 space
Our Goal
• To deliver shareholder returns above those of other TiO2 equities; and
• Top-quartile returns against a broader group of chemicals and materials
peer companies;
• On a sustained, long-term basis
World’s largest vertically integrated TiO2 producer
Second largest TiO2 pigment producer
Second largest producer of high-grade titanium feedstocks
Second largest producer of zircon
Broadest technology and product suite in the industry
Diverse well-balanced global customer base
13
Global, Integrated Footprint Sets Tronox Apart
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
14
26%
• Achieve and maintain first-quartile cost position
• Greater stability in financial performance
• Significant profitability and cash flow across varying macro-economic conditions
Integration and Globalization Advantages
6%
36%
32%
A Global Footprint
to Serve a Global Industry
Balanced Geographical SalesVertical Integration
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 15
A Global Organization United by Our Core Values Tronox has created a high-performance organization that transcends geographic and cultural boundaries
Our Approach
An outward
mindset allows
us to see
beyond
ourselves and
be
accountable
for the whole.
Our ResultsCore Values
• We have an uncompromising focus on operating safe, reliable and responsible facilities.
• We honor our responsibility to create value for stakeholders.
• We treat others with respect, and act with personal and organizational integrity.
• We build our organization with talented people who make a positive difference and we invest in their success.
• We are adaptable, decisive and effective.
• We are trustworthy and reliable, and we build mutually rewarding relationships.
• We share accountability, and have high expectations for ourselves and one another.
• We do the right work the right way in every aspect of our business.
• We celebrate the joy of working together to accomplish great things.
Safe, Quality,
Low-Cost
Tons for our
Customers
Exceptional
Shareholder
Returns
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 16
Commitment to Sustainability is a Part of Tronox CultureCorporate citizenship and sustainability is an integral part of our global business. We are continually
challenging ourselves to promote sustainable growth, invest in green technologies, be transparent in all
our business operations, and make positive contributions in the communities where we live and work.
• Chief Sustainability Officer recently appointed to drive product stewardship and environmental initiatives
• We comply with worldwide, voluntary standards developed by the International Organization for Standardization, such as ISO 9002 for quality management and ISO 14001 for environmental management
• Tronox has also registered all chemical substances that were required to be registered by 2010 under the adopted registry framework known as Registration, Evaluation and Authorization of Chemicals (REACH)
Strategy Driven by Changing Industry Dynamics
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
18
Strategy Driven by Changing Industry Dynamics
Changes in TiO2 Market Structure Implications
Chloride Process
Advantaged cost structure is
critical to remain competitive /
relevant
Vertical integration an increasing
source of competitive advantage
Commercial approach a critical
component of long-term strategy
Customer consolidation and globalization
Increased competitive intensity
Higher probability of periods of feedstock
and pigment cycle asymmetry
Flattening of cost curve
Increased motivation to secure feedstock
supply
Industry consolidation and migration to
public ownership
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
19© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
20© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Tronox Vision for the Future
Vision: To be the leading, responsible, and advantaged global integrated TiO2 company delivering safe, quality, low-cost tons to our customers and exceptional returns to our shareholders – by leveraging our outward-minded talent base
Threshold Requirements
• Feedstock integration
• Global footprint / asset position and technologies
• Leading quality and market position
• Our talent / skill / capability base
• Competitive cash cost position
• Lower capital intensity to drive sustained higher returns
• Efficient SG&A infrastructure leveraging digital technologies
Performance Characteristics
• Generate ROIC above the cost-of-capital over industry
cycles
• Achieve cost-of-capital returns even at the bottom of
industry cycles
• Deliver greater stability in performance and cash
generation across cycles
• Maintain ability to reinvest through industry cycles to
support advantages
• Growth above market by partnering with high-growth
strategic customers
• Reduced volatility through bespoke margin-stabilization
initiatives
• Maximize free cash flow conversion
Sources of Advantage
21
Exchange NYSE: TROX NYSE: CC SHE: 002601 NYSE: KRO NYSE: VNTR
Global Headquarters Stamford, CT Wilmington, DE Henan, China Dallas, TX Wynyard, UK
Incorporation UK Delaware China Delaware UK
Global TiO2
Manufacturing Locations
US, Brazil, UK,
Netherlands, France,
KSA, China, Australia
US, Mexico, Taiwan ChinaGermany, Belgium,
Norway, Canada, US
UK, Germany, Spain,
Italy, US, Malaysia
Market Cap $1.0 billion $2.2 billion $5.3 billion $1.0 billion $0.3 billion
EV $4.1 billion $5.3 billion $5.8 billion $1.3 billion $1.1 billion
LTM Net Leverage 4.0x (1) 3.2x 1.4x (2) 0.3x 3.6x
LTM Revenue $3.0 billion (1) $2.3 billionTitanium Technologies segment
$1.5 billion (2) $1.7 billion $1.6 billionTitanium Dioxide segment
LTM Adj. EBITDA /
Margin %$681 million / 23 % $505 million / 22 %
Titanium Technologies segment$545 million(2) / 35 %(2) $188 million / 11 % $197 million / 12 %
Titanium Dioxide segment
2019 TiO2 Capacity 1,078,000 (1) 1,250,000 1,000,000 560,000 652,000
Technology
Chloride / Sulfate %87% / 13% 100% / 0% 23% / 77% 77% / 23% 35% / 65%
Integrated Feedstock
The Emergence of the “Big 3”
Note: Market data as per FactSet on 03/06/2020. LTM data as of 12/31/2019 unless otherwise noted. Assumes FX rate of 1.00/0.14 CNY/USD. (1) PF Adjusted for Cristal acquisition. (2) LTM as of 9/30/2019.
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
22
Emergence of the “Big 3”: Defining Characteristics
• Largest vertically integrated position among TiO2 peers
‒ Increasing ability to use a variety of feedstocks
‒ Maximizing vertically integrated position with Jazan and strategic opportunities
• Unmatched global footprint with facilities on six continents
• Low cost position through Project newTRON
• Largest TiO2 production capacity yielding economies of scale
• Ability to utilize a broad spectrum of feedstocks
• Favorable waste disposal cost
• Chinese cost base resulting in lowest cost position among global peers
• Low cost of capital
• Access to large local market
• Governmental support
The leading TiO2 producers all have production capacity over 1 mtpa
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
A Single Unified Commercial Approach
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
24
• Offering a high value proposition to our customers;
• Accelerating our bespoke margin stability initiatives across regions in both coatings and plastics markets;
• Partnering with strategic customers that are growing faster than the market;
• Getting fair value for every pound of material that we produce.
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Unified Commercial Approach
Guiding Principles Offering A World-Class TiO2 Product Portfolio
25
Attach ourselves to the customers who are growing faster than the market
TiO2 Customer Portfolio – Growth Trajectory Is Key
Develop the product and commercial offering for which customers are willing to pay
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
26© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Early Signs of a Recovery in TiO2
Investo
r D
ay 2
019
Source: IHS GTIS
• The bars represent changes in the trailing 3 month moving average of total reported imports of TiO2 pigment from net importing countries in APAC
• This data set has historically served as a proxy for Asia Pacific TiO2 demand and a leading indicator for global TiO2 demand
Indicators showing early signs of
cyclical recovery in TiO2 industry
Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 27
Value-Enhancing Benefits from Zircon & TiCl4Tronox is the 2nd largest producer of zircon and the largest merchant seller and distributor of
Metal Grade TiCl4 products globallyZircon
• 2nd largest zircon producer with ~294,000 tons of capacity
– Largest production capacity of our portfolio at Namakwa Sands
• We estimate total zircon reserves of 4.8MT at Namakwa, 1.0MT at KZN, and 1.3MT in
Northern Operations in Australia, and 0.9MT in Eastern Operations in Australia
TiCl4
Yanbu
• Recently commissioned the Metal Grade TiCl4 (“MGT”) plant to integrate into the
ATTM Ti-metal sponge facility
‒ ATTM is a 65/35 joint venture between Tasnee (AMIC) and Toho
• Tronox provides ~60ktpa of TiCl4 to the 15ktpa ATTM Ti-sponge plant via pipeline
• Cl2 from sponge plant is recycled to Yanbu pigment plant
• Economies of scale and recycling result in low-cost, high-quality sponge
• Tronox is now the largest merchant seller and distributor of MGT products globally
Thann
• Tronox sells and distributes TiCl4 products globally from the Thann facility (26ktpa)
28
• Major applications
Ceramic tiles and glazes
Refractories and foundry
Zirconia chemicals
• Market dynamics
Q1 revenue on target
China market rebounding following Covid-19 impacts; anticipating some softening in
India & Southern Europe in short term due to plant shutdowns
Covid-19 restrictions in South Africa may have some impact on zircon shipments in
second quarter but we are working to offset that by shipments from our Australia
operations
• Long-term fundamentals
GDP-driven demand growth and increasing supply tightness
Mineral deposit qualities declining and reinvestment lagging at some industry producers
Zircon Delivering Significant Profitability and Margin Enhancement
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Capitalizing on the Strength of our Vertical Integration
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Asset Reliability
Organizational
Effectiveness
Asset Utilization
Project
Effectiveness
Operational Risk
Management
Integrated
Business
Planning
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 30
Our Operations Philosophy
SQLCT
Delivering Safe, Quality, Low-Cost Tons for
our Customers and Exceptional
Shareholder Returns
Operational Excellence Business Transformation
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 31
Tronox’s Vertically Integrated Network of Assets
New
(Extensions)
Existing
Jazan
Fairbreeze ExtensionEast OFS
UMM Expansion
Coolljarloo
West
Dongara
Atlas
CampaspePort Durnford
Min
ing
Op
era
tio
ns
Ilmenite
Direct
Use
Chloride
(940k MT p.a.)
Sulfate
(138k MT p.a.)
Resulting Products: Slag
Synthetic Rutile
New
Existing
Up
gra
din
g
Op
era
tio
ns
Pigment
Production
Namakwa
East and WestUMMFairbreeze Cooljarloo Wonnerup Paraiba
Rutile
Leucoxene
Sulfate ilmenite
Chloride ilmenite
Resulting Ti-Products:
Zircon
Pig Iron
(Direct sales)
Gingko
Snapper
Namakwa KZN Chandala
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 32
Established Mining Operations
KZN, South Africa• Fairbreeze Mine HM Reserves at ~13m MT
• 25k MT Rutile & leucoxene and 55k MT
Zircon produced in 2019
• Port Durnford is ~1b MT of Resource base
in initial development state
• Plan to increase output at Fairbreeze /
develop Port Durnford to supply Jazan
Namakwa, South Africa• Largest HM Reserves at ~46m MT
• 32k MT Rutile & leucoxene and 121k
MT Zircon produced in 2019
• Much larger resource base not yet
classified as reserve
• All ilmenite consumed for local
conversion to slag
• Additional 2.5m MT of un-
attritioned (UMM) ilmenite in stockpile
• Plan to use excess UMM ilmenite to
produce SG ilmenite for Jazan
Note: Capacities per year as of December 31, 2019. Production represents FY 2019 figures.
Australia• ~20m MT of HM Reserves in our
Western Operations; 7m MT of HM
Reserves in our Eastern Operations
• Larger resource base not yet proven
• 37k MT Rutile & leucoxene and 50k MT
Zircon produced in our Western Ops in
2019
• 55k MT Rutile & leucoxene and 63k MT
Zircon produced in 2019 in Eastern Ops
• Snapper/Gingko operation expected to
phase out in 2021 with Atlas-Campaspe
on track for seamless transition in 2021
South Africa
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 33
Smelting Operations to Produce High-Grade TiO2 Feedstock Material for our Pigment Plants
KZN, South Africa• Two smelting furnaces that produce Ti Slag
• Capacity to produce 220k MT of Ti Slag per
annum
‒ 167k MT Ti Slag, & 105k MT Pig Iron
produced in 2019
Namakwa, South Africa• Two smelting furnaces that produce
titanium slag (“Ti Slag”)
• Capacity to produce 190k MT of Ti Slag
per annum
‒ 172k MT Ti Slag and 107k MT Pig
Iron (a co-product of Ti Slag
production) produced in 2019
Note: Capacities per year as of December 31, 2019. Production
represents FY 2019 figures.
Chandala, Australia• Metallurgical site which includes a kiln
that produces Synthetic Rutile
• Capacity to produce 220k MT of
Synthetic Rutile per annum
‒ 231k MT Synthetic Rutile produced
in 2019
KZN, South Africa
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 34
Jazan Expected to Increase Total Ti Slag Production to >900k MT
Producing high-grade feedstock for our pigment plants
• Jazan is a low-risk, high-return option to further optimize vertical integration of Tronox
• Jazan smelter comprised of two high-grade chloride slag furnaces with 500ktpa of combined capacity
• Tronox is providing technical services under an agreement with the owners to bring the first furnace online anticipated in late 2020 or early 2021
• High-return potential for limited investment
• Tronox providing up to $125 million in loans to fund start-up; to date $89 million loaned
• Once Jazan reaches “sustainable” operations, Tronox will acquire 90 percent ownership for assumption of $322 million debt
Jazan, KSA
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 35
Nine Pigment Plants Across Six World Regions
Europe• Stallingborough, U.K plant has a production
capacity of 165k MT (chloride process)
• Botlek, Netherlands plant has a production
capacity of 90k MT (chloride process)
• Thann, France plant has a capacity of 32k MT
(sulfate process) and produces TiO2 sold
primarily for specialties applications
North America• Tronox’s largest pigment plant is located
in Hamilton, Mississippi and has a
production capacity of 225k MT (chloride
process)
Note: Capacities per year as of December 31, 2019.
Australia• Kwinana, Western Australia plant (~40km
from Perth) has a production capacity of
150k MT (chloride process)
• Bunbury, Western Australia plant (~10km
from Bunbury) has a production capacity
of 110k MT (chloride process)
Yanbu, KSA
Middle East• Yanbu, Saudi Arabia plant as a production
capacity of 200k MT (chloride process)
• Built as a replica of Hamilton using a
technology license from Tronox (Kerr-
McGee at the time)
South America• Bahia plant in Brazil is located ~20 km
from Salvador and has a production
capacity of 60k MT (sulfate process)
‒ Serves as the only integrated TiO2
plant in South America
China• Fuzhou, China plant is Tronox’s
smallest facility, with a production
capacity of 46k MT (sulfate process)
• Permitted for expansion to 140k MT
36
Tronox Delivered $89 million of Synergies in 2019
Total Synergies
USD millions
EBITDA Synergies Achieved & Reflected in P&L YTD
Revised Synergy Target
Non-EBITDA Cash Synergies Achieved
EBITDA Synergies Achieved to be Reflected in P&L in Future Quarters
EBITDA Synergies Achieved &
Reflected in Calendar Year P&L: $47 $140 $215 $265
Increased Synergy Targets on Q4 2019 Earnings Call
$47
$22
$20
$120
$175
$220 $190
$275
$325
YTD 4Q 2019 2020 2021 2022
$89 InvestorDay Target
InvestorDay Target
InvestorDay Target
Increased $70mm
Increased $100mm
Increased $105mm
$45mmInvestor Day Target
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
37
Tronox has Significant Tax Attributes
• Value Chain Analysis / Transfer Pricing Initiative
– Tronox moves from long to short feedstock position
– Mines / smelters / synthetic rutile plant now have guaranteed demand
for all feedstock produced
– Significant benefit from running mineral sands operations at high
utilization rate across cycle to leverage fixed cost structure that
accrues to our pigment plants
– Profits at mines / smelters / SR plant commensurate with
business risk
– Updating Royalty rates
– Updating SG&A charges
– $100M of additional U.S. pre-tax income
• U.S. pre-tax income represents ~40% of total Tronox pre-tax income in 2020
Tax PlanningAttribute Est Tax Shield
US
Foreign
Total NOLs
$4.1B
$1.3B
$5.4B
Intercompany Interest
Deduction$1.1 billion
Litigation
Trust
Deductions
$2.5 billion
Enables Tronox to use its tax
assets for ~$8.9 billion of global
taxable income
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
38
• Cabot
• Chemours*
• Ferro
• GCP Applied
Technologies
• H.B. Fuller
• Iluka Resources
• Innophos
• Koppers
• Kraton
• Kronos*
• Minerals Technologies
• Orion Eng. Carbons
• Quaker Chemical
• Rayonier
• Synthomer
• U.S. Silica
• Venator*
Aligned with Our Shareholders and with Our Commitments
*TiO2 equity peers
Long-term Equity Compensation Program
TSR versus Capital Markets Peer Group
50%50%
Time-based RSUs
3-year pro-rata
Performance-based RSUs
3-year cliff
Our programs are designed to align incentives with our commitments to you
Performance-based Integration RSUs
• Aligns key management compensation to value created
for shareholders from acquisition integration
• One-time grant of performance-based Integration RSUs
• Integration RSUs vest two years following acquisition
closing on April 10, 2019 and are based on cumulative
synergies realized
• Management must deliver >$225 million in cumulative
synergies for 100% of Integration RSUs to vest
• If only $180 million of cumulative synergies realized,
50% of the Integration RSUs will vest
• If <$180 million of cumulative synergies are realized,
NO Integration RSUs will vest
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
39
Managing FX Exposures from Global Manufacturing Platform
Approximate Annual
FX Exposures By Country
Adj EBITDA Impact Per Indicated Change in
Functional Currency
1 ZAR $30M
AUD 0.01 $9M
Euro 0.01 $6M
Brazilian Real 0.1 $3M
Sterling 0.01 $1.5M
Chinese RMB 0.1 $1M
Saudi Riyal 0.1 –
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
Economic Hedges(1)
• During 2019, we entered into foreign currency contracts used to
hedge non-functional currency sales for our South African
subsidiaries and forecasted non-functional currency cost of
goods sold for our Australian subsidiaries
• As of December 31, 2019, we have notional amounts of:
• 3.7 billion South African rands to reduce the exposure of
our South African subsidiaries' third party sales to
fluctuations in currency rates, and
• 486 million Australian dollars to reduce the exposure of
our Australian subsidiaries' cost of sales to fluctuations in
currency rates
• The unrealized net gain, net of tax, associated with these open
contracts of ~$30 million is included on the Balance Sheet
• Additionally, given the recent depreciation of the Australian
dollar, we executed hedge contracts in March 2020 on
Australian 2021 cash flows, locking in a benefit versus our 2020
budget rates
Appendix
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
41
Consolidated Statements of Operation (U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
2019 2018 2019 2018
Net sales 693$ 429$ 2,642$ 1,819$
Cost of goods sold 545 311 2,159 1,321
Contract loss - - 19 -
Gross profit 148 118 464 498
Selling, general, and administrative expenses 95 50 347 267
Restructuring 9 - 22 -
Impairment loss - - - 31
Income from operations 44 68 95 200
Interest expense (47) (49) (201) (193)
Interest income 2 10 18 33
Loss on extinguishment of debt (1) - (3) (30)
Other income (expense), net 1 6 3 33
(Loss) income from continuing operations before income taxes (1) 35 (88) 43
Income tax (provision) benefit (4) (29) (14) (13)
Net (loss) income from continuing operations (5) 6 (102) 30
Net income from discontinued operations, net of tax - - 5 -
Net (loss) income (5) 6 (97) 30
Net (loss) income attributable to noncontrolling interest (5) 11 12 37
Net income (loss) attributable to Tronox Holdings plc -$ (5)$ (109)$ (7)$
Net (loss) income per share, basic:
Continuing operations -$ (0.05)$ (0.81)$ (0.06)$
Discontinued operations -$ -$ 0.03$ -$
Net (loss) income per share, basic -$ (0.05)$ (0.78)$ (0.06)$
Net (loss) income per share, diluted:
Continuing operations -$ (0.05)$ (0.81)$ (0.06)$
Discontinued operations -$ -$ 0.03$ -$
Net (loss) income per share, diluted: -$ (0.05)$ (0.78)$ (0.06)$
Weighted average shares outstanding, basic (in thousands) 141,923 123,079 139,859 122,881
Weighted average shares outstanding, diluted (in thousands) 141,923 123,079 139,859 122,881
Other Operating Data:
Capital expenditures 58$ 34$ 198$ 117$
Depreciation, depletion and amortization expense 75$ 50$ 280$ 195$
Three months Ended December 31, Year Ended December 31,
42
Reconciliation of Non-U.S. GAAP Financial Measures
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
(l) Represents the reversal of an accrual as a result of a tax settlement.
(m) Represents a charge to tax expense for the settlement of prior year tax returns with a foreign tax authority.
(n) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction.
(k) Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in "Other expense, net" in the Consolidated
Statements of Operations.
(h) 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on
the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due
2022.
(g) Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands.
(i) Represents the reversal of previously recorded expense due to a modification to the Integration Incentive Award.
(1) Only the inventory step-up, contract loss and restructuring amounts for both the three and twelve months of 2019 have been tax impacted. No income tax impacts have been
given to other items as they were recorded in jurisdictions with full valuation allowances.
(j) 2019 amount represents settlement gain related to the U.S. Pension Plan (acquired as part of the Cristal Transaction). 2018 amount represents settlement gain related to
former U.S. postretirement medical plan.
(f) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in “Selling, general and administrative expenses” in the
Consolidated Statements of Operations.
(a) Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.
(d) Represents transaction costs primarily associated with the Cristal Transaction which were recorded in “Selling, general and administrative expenses” in the Consolidated
Statements of Operations.
(b) Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in “Impairment loss” in the
Consolidated Statements of Operations.
(c) Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our
Consolidated Statements of Operations.
(e) Represents amounts for employee-related costs, including severance, net of tax .
TRONOX HOLDINGS PLC
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)
2019 2018 2019 2018
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) -$ (5)$ (109)$ (7)$
Net income from discontinued operations, net of tax (U.S. GAAP) - - 5 -
Net (loss) income from continuing operations attributable to Tronox Holdings
plc
(U.S. GAAP) -$ (5)$ (114)$ (7)$
Inventory step-up (a) 2 - 91 -
Impairment loss (b) - - - 31
Contract loss (c) - - 14 -
Transaction costs (d) 3 7 32 66
Restructuring (e) 8 - 21 -
Integration costs (f) 8 - 16 -
Tax valuation allowance reversal (g) - - - (48)
Loss on extinguishment of debt (h) 1 - 3 30
Share-based compensation modification (i) - - - (6)
Pension settlement gain (j) (1) - (1) (3)
Charge for capital gains tax payment to Exxaro (k) (2) - 4 -
Reversal of accrual related to tax settlement (l) - (11) - (11)
Income tax settlement for prior years (m) - 11 - 11
Income tax expense - deferred tax assets (n) - 6 - 6
Adjusted net income from continuing operations attributable to Tronox
Holdings plc (non-U.S. GAAP) (1) 19$ 8$ 66$ 69$
Diluted net income (loss) per share from continuing operations (U.S. GAAP) -$ (0.05)$ (0.81)$ (0.06)$
Inventory step-up, per share 0.01 - 0.65 -
Impairment loss, per share - - - 0.25
Contract loss, per share - - 0.10 -
Transaction costs, per share 0.02 0.06 0.23 0.53
Restructuring, per share 0.06 - 0.15 -
Integration costs, per share 0.06 - 0.11 -
Tax valuation allowance reversal, per share - - - (0.38)
Loss on extinguishment of debt, per share 0.01 - 0.02 0.24
Share-based compensation modification, per share - - - (0.05)
Pension settlement gain (0.01) - (0.01) (0.02)
Charge for capital gains tax payment to Exxaro, per share (0.01) - 0.03 -
Reversal of accrual related to tax settlement, per share - (0.09) - (0.09)
Income tax settlement for prior years, per share - 0.09 - 0.09
Income tax expense - deferred tax assets, per share - 0.05 - 0.05
Diluted adjusted net (loss) income from continuing operations per share
attributable to Tronox Holdings plc (non-U.S. GAAP) 0.14$ 0.06$ 0.47$ 0.56$
Weighted average shares outstanding, diluted (in thousands) 143,124 125,134 140,961 125,279
Year Ended December 31, Three Months Ended December 31,
43
Consolidated Balance Sheets
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
December 31, December 31,
2019 2018
Current Assets
Cash and cash equivalents 302$ 1,034$
Restricted cash 9 662
482 317
Inventories, net 1,131 479
Prepaid and other assets 166 50
Income taxes receivable 6 2
Total current assets 2,096 2,544
Noncurrent Assets
Property, plant and equipment and mineral leaseholds, net 2,614 1,800
Intangible assets, net 208 176
Lease right of use assets, net 101 -
Deferred tax assets 110 37
Other long-term assets 162 85
Total assets 5,291$ 4,642$
Current Liabilities
Accounts payable 356 133$
Accrued liabilities 291 140
Short-term lease liabilities 38 -
Long-term debt due within one year 38 22
Income taxes payable 1 5
Total current liabilities 724 300
Noncurrent Liabilities
Long-term debt, net 2,988 3,139
Pension and postretirement healthcare benefits 160 93
Asset retirement obligations 142 68
Environmental Liabilities 65 1
Long-term lease liabilities 62 -
Long-term deferred tax liabilities 184 163
Other long-term liabilities 50 16
Total liabilities 4,375 3,780
Commitments and Contingencies
Shareholders’ Equity
1 1
Capital in excess of par value 1,846 1,579
Accumulated deficit (493) (357)
Accumulated other comprehensive loss (606) (540)
Total Tronox Holdings plc shareholders' equity 748 683
Noncontrolling interest 168 179
Total equity 916 862
Total liabilities and equity $ 5,291 $ 4,642
ASSETS
LIABILITIES AND EQUITY
Tronox Holdings plc ordinary shares, par value $0.01 — 141,900,459 shares
issued and outstanding at December 31, 2019 and 123,015,301 shares
issued and 122,933,845 shares outstanding at December 31, 2018
Accounts receivable, net of allowance for doubtful accounts
44
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Millions of U.S. dollars)
Year Ended December 31,
2019 2018
Cash Flows from Operating Activities:
Net (loss) income $ (97) $ 30
Net income from discontinued operations, net of tax 5 -
Net (loss) income from continuing operations $ (102) $ 30
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by
operating activities, continuing operations:
Depreciation, depletion and amortization 280 195
Deferred income taxes (9) (21)
Share-based compensation expense 32 21
Amortization of deferred debt issuance costs and discount on debt 8 11
Loss on extinguishment of debt 3 30
Contract loss 19 -
Impairment loss - 31
Acquired inventory step-up recognized in earnings 98 -
Other non-cash affecting net (loss) income from continuing operations 25 (9)
Changes in assets and liabilities:
Increase in accounts receivable, net 78 (11)
Decrease (increase) in inventories, net (59) (47)
Decrease (increase) in prepaid and other assets (2) 4
Increase (decrease) in accounts payable and accrued liabilities 89 (51)
Net changes in income tax payables and receivables (13) 10
Changes in other non-current assets and liabilities (35) (23)
Cash provided by operating activities- continuing operations 412 170
Cash Flows from Investing Activities:
Capital expenditures (198) (117)
Cristal Acquisition (1,675) -
Proceeds from sale of Ashtabula 701 -
Insurance proceeds 10 -
Proceeds from sale of business - 6
Loans (25) (64)
Proceeds from sale of assets 2 1
Cash used in investing activities-continuing operations (1,185) (174)
Cash Flows from Financing Activities:
Repayments of long-term debt (387) (606)
Proceeds from long-term debt 222 615
Repurchase of common stock (288) -
Acquisition of noncontrolling interest (148) -
Call premium paid - (22)
Debt issuance costs (4) (10)
Proceeds from the exercise of options and warrants - 6
Dividends paid (27) (23)
Restricted stock and performance-based shares settled in cash for withholding taxes (6) (6)
Cash used in financing activities-continuing operations (638) (46)
Discontinued Operations:
Cash provided by operating activities 29 -
Cash used in investing activities (1) -
Net cash flows provided by discontinued operations 28 -
Effects of exchange rate changes on cash, cash equivalents and restricted cash (2) (23)
Net increase (decrease) in cash and cash equivalents and restricted cash (1,385) (73)
Cash, cash equivalents and restricted cash at beginning of period 1,696 1,769
Cash, cash equivalents and restricted cash at end of period $ 311 $ 1,696
Consolidated Statements of Cash Flows
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
45
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA (NON-U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
2019 2018 2019 2018
Net (loss) income (U.S. GAAP) $ (5) $ 6 $ (97) $ 30
Income from discontinued operations, net of tax (see Note 2) (U.S. GAAP) - - 5 -
Net (loss) income from continuing operations (U.S. GAAP) $ (5) $ 6 $ (102) $ 30
Interest expense 47 49 201 193
Interest income (2) (10) (18) (33)
Income tax provision (benefit) 4 29 14 13
Depreciation, depletion and amortization expense 75 50 280 195
EBITDA (non-U.S. GAAP) 119 124 375 398
Inventory step-up (a) 3 98 -
Impairment loss (b) - - - 31
Contract Loss (c) - - 19 -
Share based compensation (d) 8 5 32 21
Transaction costs (e) 3 7 32 66
Restructuring (f) 9 - 22 -
Integration costs (g) 8 - 16 -
Loss on extinguishment of debt (h) 1 - 3 30
Foreign currency remeasurement (i) (1) (6) (6) (28)
Pension settlement gain (j) (1) - (1) (3)
Charge for capital gains tax payment to Exxaro (k) (2) - 4 -
Reversal of accrual related to tax settlements(l) - (11) - (11)
Other items (m) 9 1 21 9
Adjusted EBITDA (non-U.S. GAAP) $ 156 $ 120 $ 615 $ 513
Year Ended December 31, Three Months Ended December 31,
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l) Represents the reversal of an accrual as a result of a tax settlement.
(m)
2019 amounts represent the loss in connection w ith the modif ication of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment
made on the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated w ith the issuance of our 2026 Senior Notes and redemption of our
Senior Notes due 2022.
Represents realized and unrealized gains and losses associated w ith foreign currency remeasurement related to third-party and intercompany receivables and
liabilities denominated in a currency other than the functional currency of the entity holding them, w hich are included in “Other income (expense), net” in the
Consolidated Statements of Operations. Prior to the f irst quarter of 2019, realized gains and losses associated w ith third party receivables and liabilities had been
included in Adjusted EBITDA. Commencing w ith 2019, w e are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for
comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent w ith the reporting of Adjusted EBITDA w e make to our
lenders.
Includes noncash pension and postretirement costs, accretion expense, severance expense and other items included in “Selling general and administrative
expenses”, “Cost of goods sold” and "Other income (expense), net" in the Consolidated Statements of Operations.
Represents non-cash share-based compensation.
Represents amounts for employee-related costs, including severance .
Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.
Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations w hich w as recorded in “Impairment loss” in the
Consolidated Statements of Operations.
Represents a pre-tax charge for the estimated losses w e expect to incur under the supply agreement w ith Venator w hich w as recorded in "Contract loss" in our
Consolidated Statements of Operations.
Represents transaction costs associated w ith the Cristal Transaction w hich w ere recorded in “Selling, general and administrative expenses” in the Consolidated
Statements of Operations.
Represents integration costs associated w ith the Cristal Integration after the acquisition w hich w ere recorded in “Selling, general and administrative expenses” in the
Consolidated Statements of Operations.
2019 amount represents settlement gain related to the U.S. Pension Plan. 2018 amount represents settlement gain related to former U.S. postretirement medical plan.
Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in and “Other income (expense), net” in
the Consolidated Statements of Operations.
46
Free Cash Flow (NON-U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
FREE CASH FLOW (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
Consolidated
412$
Capital expenditures (198)
214$
Cash provided by operating activities, continuing operations
Free cash flow (non-U.S. GAAP)
The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended December 31, 2019:
47
Pro Forma Consolidated Statements of Operations (U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
2019 2018 2019 2018
Net sales 693$ 728$ 3,008$ 3,339$
Cost of goods sold 542 480 2,364 2,519
Gross profit 151 248 644 820
Selling, general, and administrative expenses 92 125 354 354
Restructuring 9 1 22 1
Impairment loss - - - 31
Income from operations 50 122 268 434
Interest expense (47) (54) (207) (211)
Interest income 2 4 12 13
Loss on extinguishment of debt (1) - (3) (30)
Other (expense) income, net 1 24 2 33
Income from continuing operations before income taxes 5 96 72 239
Income tax (provision) benefit (4) (34) (31) (36)
Net income from continuing operations 1 62 41 203
Net income attributable to noncontrolling interest 5 5 23 37
Net income from continuing operations attributable to Tronox Holdings plc (4)$ 57$ 18$ 166$
Net income from continuing operations per share, diluted (0.03)$ 0.35$ 0.12$ 1.02$
Weighted average shares outstanding, diluted (in thousands) 141,923 162,714 151,153 162,859
Three months Ended December 31, Year Ended December 31,
Pro forma amounts Pro forma amounts
48
Reconciliation of Pro Forma Net (Loss) Income from Continuing Operations attributable to Tronox Holdings plc (U.S. GAAP) to Adjusted Net Income (Loss) from Continuing Operations attributable to Tronox Holdings plc (NON-U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)
2019 2018 2019 2018
Net income from continuing operations attributable to Tronox Holdings plc
(U.S. GAAP) (4)$ 57$ 18$ 166$
Inventory step-up -$ -$ -$ 91$
Impairment loss - - - 31
Restructuring 8 - 21 -
Integration costs 8 - 16 -
Tax valuation allowance reversal - - - (48)
Loss on extinguishment of debt 1 - 3 30
Share-based compensation modification - - - (6)
Settlement gain (1) - (1) (3)
Charge for capital gains tax payment to Exxaro (2) - 4 -
Reversal of accrual related to tax settlement - (11) - (11)
Income tax settlement for prior years - 11 - 11
Income tax expense - deferred tax assets - 6 - 6
Adjusted net income from continuing operations attributable to Tronox
Holdings plc (non-U.S. GAAP) (1) 10$ 63$ 61$ 267$
Diluted net income per share from continuing operations (U.S. GAAP) (0.03)$ 0.35$ 0.12$ 1.02$
Inventory step-up, per share - - - 0.56
Impairment loss, per share - - - 0.19
Restructuring, per share 0.06 - 0.13 -
Integration costs, per share 0.06 - 0.10 -
Tax valuation allowance reversal, per share - - - (0.29)
Loss on extinguishment of debt, per share 0.01 - 0.02 0.18
Share-based compensation modification, per share - - - (0.04)
Settlement gain (0.01) - (0.01) (0.02)
Charge for capital gains tax payment to Exxaro, per share (0.02) - 0.03 -
Reversal of accrual related to tax settlement, per share - (0.07) - (0.07)
Income tax settlement for prior years, per share - 0.07 - 0.07
Income tax expense - deferred tax assets, per share - 0.04 - 0.04
Diluted adjusted net income from continuing operations per share attributable
to Tronox Holdings plc (non-U.S. GAAP) 0.07$ 0.39$ 0.39$ 1.64$
Weighted average shares outstanding, diluted (in thousands) 143,124 162,714 151,153 162,859
Three Months Ended December 31, Year Ended December 31,
Pro forma amounts Pro forma amounts
(1) Only the restructuring for the three months and year ended 2019 and inventory step-up for the year ended 2018 have been tax impacted. No income tax impacts have been
given to other items as they were recorded in jurisictions with full valuation allowances.
49
Pro Forma Reconciliation of Net Income (Loss) from Continuing Operations to EBITDA and Adjusted EBITDA (non-U.S. GAAP)
© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com
TRONOX HOLDINGS PLC
(UNAUDITED)
(Millions of U.S. dollars)
2019 2018 2019 2018
Net income (loss) from continuing operations (U.S. GAAP) $ 1 $ 62 $ 41 $ 203
Interest expense 47 54 207 211
Interest income (2) (4) (12) (13)
Income tax provision 4 34 31 36
Depreciation, depletion and amortization expense 75 81 323 334
EBITDA (non-U.S. GAAP) 125 227 590 771
Inventory step-up - - - 98
Impairment loss - - - 31
Share based compensation 8 5 32 21
Restructuring 9 - 22 -
Integration costs 8 - 16 -
Loss on extinguishment of debt 1 - 3 30
Foreign currency remeasurement (1) (3) (6) (21)
Settlement gain (1) - (1) (3)
Charge for capital gains tax payment to Exxaro (2) - 4 -
Reversal of accrual related tax - (11) (11)
Other items 9 (2) 21 6
Adjusted EBITDA (non-U.S. GAAP) $ 156 $ 216 $ 681 $ 922
Pro forma amounts Pro forma amounts
Three Months Ended December 31, Year Ended December 31,
PRO FORMA RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA
(NON-U.S. GAAP)